-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5TYuPVsxOOPBSRufeN51Ty6XX6iyp8gMVMiO5xujQQcaRfAnK5bkXl3XMgbYJ4M oOT/cp5quAfxpaO9WK/j2A== 0000079732-96-000057.txt : 19960404 0000079732-96-000057.hdr.sgml : 19960404 ACCESSION NUMBER: 0000079732-96-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960329 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960403 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC ELECTRIC POWER CO CENTRAL INDEX KEY: 0000079732 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 530127880 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01072 FILM NUMBER: 96543975 BUSINESS ADDRESS: STREET 1: 1900 PENNSYLVANIA AVE NW STREET 2: C/O M T HOWARD RM 841 CITY: WASHINGTON STATE: DC ZIP: 20068 BUSINESS PHONE: 2028722456 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 29, 1996 POTOMAC ELECTRIC POWER COMPANY (Exact name of registrant as specified in its charter) District of Columbia and Virginia 1-1072 53-0127880 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 1900 Pennsylvania Avenue, N. W., Washington, D. C. 20068 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (202) 872-2000 PEPCO Form 8-K Item 5. Other Events. A Special Meeting of the Common and Preferred Shareholders of Potomac Electric Power Company (the "Company") was held March 29, 1996. At the meeting, the proposal to approve the Agreement and Plan of Merger by and among Baltimore Gas and Electric Company, Constellation Energy Corporation and the Company was approved by the holders of the Common and Serial Preferred Stock. The proposal required the affirmative vote of more than 2/3 of the outstanding shares of Common Stock, voting as a class, and a majority of the outstanding shares of Serial Preferred Stock, voting separately as a class. The vote was as follows: No. of Shares Percent of Shares Outstanding Common Stock For 89,467,560 75.5% Against 3,045,936 2.6% Abstain 1,564,917 1.3% Broker Non-Votes 0 N/A Preferred Stock For 3,342,011 62.2% Against 458,236 8.5% Abstain 17,075 0.3% Broker Non-Votes 0 N/A Also presented to the holders of Common Stock was a proposal to approve the Long-Term Incentive Plan of Constellation Energy Corporation. The proposal, which required the affirmative vote of a majority of the Common Stock present at the meeting and entitled to vote, was also passed. The vote was as follows: No. of Shares Percent of Shares Present Common Stock For 79,574,221 85.6% Against 8,270,215 8.9% Abstain 5,148,953 5.5% Broker Non-Votes 1,085,024 N/A A press release, dated March 29, 1996, announcing the results of the Special Meeting is filed as Exhibit 99 to this report and is hereby incorporated herein by reference. 2 PEPCO Form 8-K Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits. Exhibits Exhibit No. Description of Exhibit Reference 99 News Release of Potomac Electric Power Company, dated March 29, 1996.............Filed herewith. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Potomac Electric Power Company (Registrant) /s/ H. Lowell Davis By ___________________________ H. Lowell Davis Vice Chairman and Chief Financial Officer April 3, 1996 DATE 3 EX-99 2 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Nancy Moses March 29, 1996 (202) 872-2680 Pepco Stockholders Approve Merger With BGE To Form Constellation Energy Corporation Potomac Electric Power Company (NYSE:POM) announced that at a special meeting in Washington, D.C. today stockholders approved the agreement to merge with Baltimore Gas and Electric Company (NYSE:BGE) to form Constellation Energy Corporation. At the meeting, Edward F. Mitchell, PEPCO Chairman of the Board and Chief Executive Officer, said, "We believe that combining our two financially strong and low-cost utility companies provides opportunities to reduce operating costs and maintain competitive rates. This merger will create one very strong company to serve the core of the fourth largest metropolitan marketplace in the nation. By continuing to provide low-cost energy, the new company should foster economic expansion and growth that will benefit shareholders, customers, employees and our communities as we move into the 21st century." Completion of the strategic business combination, which will create the ninth largest electric utility company in the country, is subject to receipt of necessary approvals from regulatory authorities. These include the Federal Energy Regulatory Commission, the Public Service Commissions of Maryland and the District of Columbia, and the Nuclear Regulatory Commission. The companies anticipate final completion of the merger in early spring 1997. Holders of 75.5 percent of the outstanding shares of PEPCO common stock approved the merger agreement and plan; a 66-2/3 percent approval vote was required. Holders of 62.2 percent of the outstanding shares of PEPCO preferred stock also approved the merger; a majority approval vote was required. Also, holders of 85.6 percent of shares of PEPCO stock represented in person or by proxy approved the adoption of the Constellation Energy Corporation Long-Term Incentive Plan. Shareholders of BGE are also meeting today in Baltimore to vote on approval of the merger. # # # -----END PRIVACY-ENHANCED MESSAGE-----